UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K





|[X] | ANNUAL
    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------
|    | For
    the fiscal year ended  June 30, 2014                                      
|    |                                                                                   
|[ ] | TRANSITION REPORT
    UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT    
|    |                                                                                   
|    | For
    the transition period from _________ to ________                          
|    | Commission
    file number:  000-55155                                            







|Vantage
    Health                                                                                     
|-------------------------------------------------------------------------------------------------------
|(Exact
    name of registrant as specified in its charter)                                             
|Nevada                                                                                                 
|(State
                                         or other jurisdiction of incorporation or organization)
|401
        Warren Street, Suite 200
        Redwood
        City, CA                                  
|(Address
    of principal executive offices)                                                           
|Registrant’s
        telephone number: (917) 745-7202                                                  





|Securities
                                         registered under Section 12(b) of the Exchange Act:       
|--------------------------------------------------------------------------------------------------------------
|Title
    of each class                                                                                       
|None                                                                                                          
|Securities
        registered under Section 12(g) of the Exchange Act:                                        
|Title
                                         of each class
        Common
        stock, par value of $0.001





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes
[ ] No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes
[ ] No [X]



Indicate
by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No
[ ]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.



Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]



State the
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of
the registrant’s most recently completed second fiscal quarter. $4,408,546



Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
192,009,927 as of October 14, 2014.






Table of Contents




TABLE
OF CONTENTS





|                                                |                                                                                                                     | Page
|----------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ----
|PART
                                         I
|Item
    1.                                     | Business                                                                                                            | 3   
|Item
    2.                                     | Properties                                                                                                          | 5   
|Item
    3.                                     | Legal
    Proceedings                                                                                               | 5   
|Item
    4.                                     | Mine
                                         Safety Disclosures                                                    | 5   
|PART
        II                                
|Item
    5.                                     | Market
    for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities | 6   
|Item
    6.                                     | Selected
    Financial Data                                                                                         | 8   
|Item
    7.                                     | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations                           | 8   
|Item
    7A.                                    | Quantitative
    and Qualitative Disclosures About Market Risk                                                      | 10  
|Item
    8.                                     | Financial
    Statements and Supplementary Data                                                                     | 10  
|Item
    9.                                     | Changes
    In and Disagreements With Accountants on Accounting and Financial Disclosure                            | 11  
|Item
    9A.                                    | Controls
    and Procedures                                                                                         | 11  
|Item
    9B.                                    | Other
    Information                                                                                               | 11  
|PART
        III                               
|Item
    10.                                    | Directors,
    Executive Officers and Corporate Governance                                                          | 12  
|Item
    11.                                    | Executive
    Compensation                                                                                          | 14  
|Item
    12.                                    | Security
    Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                  | 16  
|Item
    13.                                    | Certain
    Relationships and Related Transactions, and Director Independence                                       | 17  
|Item
    14.                                    | Principal
    Accountant Fees and Services                                                                          | 17  
|                                                | PART
        IV                                                                                                     |     
|Item
    15.                                    | Exhibits,
    Financial Statement Schedules                                                                         | 18  





2


Table of Contents




PART
I

Item
1. Business



We were incorporated in the State of Nevada on April 21, 2010. We have a business plan of becoming a pharmaceutical manufacturer
with the specific intention of bidding on South African government health care contracts and tenders. On October 9, 2013, however,
we sold our subsidiary and accompanying assets associated with the pharmaceutical business and, since then, we have been evaluating
alternative business opportunities.



On
November 7, 2013, Nanobeak, Inc., a California corporation (“Nanobeak”) acquired a majority interest in our company
through the stock purchase of a controlling interest in our company from Bayview Terrace Limited.



On
January 1, 2014, our new majority shareholder, Nanobeak, entered into a License Agreement (the “License Agreement”)
with the National Aeronautics and Space Administration (“NASA”) pursuant to which Nanobeak was granted a royalty-bearing,
non-transferable license (the “License”) to certain inventions and patent rights owned by NASA relating to chemical
sensing nanotechnology, for use within the United States and its territories.



The
License is effective as of December 31, 2013 and subject to an initial five year term, during which the License will be exclusive
to Nanobeak. Following the initial five-year term, the License shall automatically convert to a non-exclusive license. Under the
License, Nanobeak is required to develop and commercialize the licensed patents. NASA provided no warranties under the License
Agreement and assumed no responsibility for our use, sale or other disposition of the licensed technology. We have agreed to indemnify
NASA against all liabilities arising from such use, sale or other disposition.



Pursuant
to Section 3.1.1 of the License Agreement, Nanobeak is permitted to sublicense its rights under the License Agreement to Vantage
Health. Effective as of February 20, 2014, Nanobeak has sublicensed such rights to Vantage Health as set forth in a Sublicense
Agreement.



The
Sublicense Agreement grants patent rights to Vantage Health on the same terms as such rights have been granted to Nanobeak under
the License Agreement; provided, however, that the field of use for the patent rights granted to Vantage Health is limited to
disease detection.



Vantage
must pay to Nanobeak certain royalties in connection with the Sublicense Agreement, which royalties are equivalent to those owed
by Nanobeak to NASA pursuant to the License Agreement. Vantage must further comply with other obligations of Nanobeak under the
License Agreement as though Vantage were a party thereto, including achievement of practical application of the patent rights
and certain reporting obligations.



The
Sublicense Agreement will terminate upon the earlier of (i) termination of the License Agreement or (ii) termination by either
party to the Sublicense Agreement as set forth therein.



As
a result of the License Agreement and Sublicense Agreement, we are now a mobile health technology company that is developing personalized
and point-of-care screening using applications based upon chemical sensing residing within a small device attached to a smartphone.
With our foundations in advanced nanotechnology, our first product, the Vantage Health Sensor, is the convergence of nano-electronics,
bio-informatics, and wireless technology to create the next generation mobile health application. Still under development, the
first mobile application is expected to be for lung cancer screening with additional mobile healthcare applications in the planning
stages.



The
sensor will collect a breath signature based upon chemical sensing technology residing in a small Bluetooth-enabled breathalyzer
device that attaches to any smartphone. The sensor devices will ultimately be sold through a distributor to healthcare professionals,
who will then download screening applications and pay a monthly subscription fee. Subsequently the company plans to sell direct
to consumers in conjunction with a major pharmacy platform.



Vantage
holds a sub-license to this technology which its parent company negotiated and executed. This sub-license includes a five-year,
exclusive renewable worldwide license agreement with NASA to commercialize mobile healthcare products derived from the NASA patented
chemical sensing technology in certain fields of use. The sensor technology was awarded the US Government NASA Invention of the
year for 2012.



We
have entered into a Strategic Partnership with Scripps Translational Sciences Institute (STSI) to assist in the development, advancement,
and commercialization of the mobile technology. Scripps will also provide the testing, evaluation, and detection of certain combinations
of Volatile Organic Compounds (VOCs) known as the breath signature and will assist in managing our clinical trials in partnership
with several other research hospitals in the United States. These clinical trials will support the 510K that will be submitted
to the FDA. It is expected that the contemplated clinical trials will take approximately four months with another four months
expected for the 510K process within the FDA.



3


Table of Contents






Regulatory
Approval



Our
products and research and development activities are regulated by numerous governmental authorities, principally the U.S Food
and Drug Administration, or FDA, and corresponding state and foreign regulatory agencies. Any device manufactured or distributed
by us is subject to continuing regulation by the FDA. The Food, Drug and Cosmetics Act, or FDC Act, and other federal and state
laws and regulations govern the clinical testing, design, manufacture, use and promotion of medical devices, such as our chemical
sensor technology.



In
the United States, medical devices are classified into three different classes, Class I, II and III, on the basis of controls
deemed reasonably necessary to ensure the safety and effectiveness of the device. Class I devices are subject to general controls,
such as labeling, pre-market notification and adherence to the FDA’s good manufacturing practices, and quality system regulations.
Class II devices are subject to general as well as special controls, such as performance standards, post-market surveillance,
patient registries and FDA guidelines. Class III devices are those that must receive pre-market approval by the FDA to ensure
their safety and effectiveness, such as life-sustaining, life-supporting and implantable devices, or new devices that have been
found not to be substantially equivalent to existing legally marketed devices. All of our currently available products are classified
as Class II devices.



In
the US, our products will require the filing and approval of Form 510K with the FDA. This filing provides evidence for substantial
equivalence of the medical device with a previously approved device manufactured by another firm. We plan to conduct clinical
trials and then submit the Form 510K. Also, we must contract with a manufacturer that is a capable Class II Medical Device manufacturer
and will pass GMP inspections by the agency. Such inspections require compliance with cGMP (current good manufacturing) guidelines
that stipulate control of traceable manufacturing procedures, including independence of manufacturing and quality control as well
as several other provisions. We intend to begin searching for a manufacturer in January next year with excess capacity in California
to comply with all regulations necessary to reach this standard.



Competition



Disease
Screening



Following
years of research, a number companies are now in prototype phase with devices that can test the chemical compounds in a person’s
breath and identify the early stages of disease. Entry to this market is expected to continue and sharply rise as more prototypes
emerge and begin to gain market entry with commercialized products. While companies in development tend to be small and privately
owned, there has been entry by larger publicly owned companies that have greater financial reserves, distribution channels and
more experience in commercialization. Acquisitions and collaborations by and companies seeking a competitive advantage also affect
the competitive environment. This is a global market and we are seeing the emergence of companies bringing competitive solutions
from different parts of the world. So far, we do not have a completed product or an established customer base and we expect to
encounter competition as we enter the market.



To
management's knowledge, technology similar to our technology is currently in development by other potential competitors. Management
believes that our product will be sufficiently distinguishable from these products in terms of price and platforms of use such
as any smartphone or tablet. The sensor and the app will need FDA approval when used for disease screening and there is no assurance
at this time that the FDA will approve our technology.



Many
competitors in the breath analysis space are focused on everything from bad breath and alcohol screening to finding volatile organic
compounds in the human breath that can screen a disease state at an early stage. Some of the companies focused on disease screening
have been born from years of research testing the various volatile organic compounds in a human breath exhalation that combine
to identify a specific disease. Larger competitors are traditional medical device manufacturers that have disease detection products
in production. Some of these products use blood and others use heat and other technologies.



New
competitors may emerge and may develop products and capabilities which compete directly with our products. No assurance can be
given that we will be successful in competing in the industries identified or in other industries that would benefit from our
technology.



We
intend to compete by offering products that have enhanced value, ease of use, simple functionality, compatibility with various
platforms, reliability, attractive price and high in quality. Management also believes our intellectual property provides an advantage
over current competitors however we cannot be sure that there is not intellectual property that is more advanced than ours. Although
management believes that our products will be well received because of their innovative features, performance characteristics
and cost-effective pricing, there can be no assurance that comparable or superior products incorporating more advanced technology
or other features or having better price or performance characteristics will not be introduced by competitors with greater resources
than ours.



We
also plan to develop the wholesale and distribution channels necessary to make our product available to the healthcare providers
of our technology. We believe that our product’s future capability as both a point of care and a personalized device focused
on early disease screening and monitoring will make it attractive to customers in the managed care space. Health plans, whose
charge is to financially manage the relationship between available benefits and those that execute on the health and wellness
of the patient population, will appreciate some of the more flexible features our product intends to incorporate.



The
end users of the sensor and mobile app will initially be health care providers such as medical doctors, nurse practitioners and
physician assistants. After commercialization for a year or more we plan to ask the FDA for approval to market our device to the
consumer as well as healthcare providers. We have no assurance that the FDA will approve the sensor for consumer use.



4


Table of Contents






Narcotics
Screening



There
are currently a variety of breathalyzer smartphone apps which essentially focus on alcohol detection. Our plan is to develop an
app that can be used with any smartphone or tablet that will distinguish between alcohol and narcotics and screen for a variety
of narcotics both legal and illicit.



Making
up the narcotic detection space are both domestic and international organizations that range from small, privately held companies
to larger companies that include an array of diagnostic narcotics solutions. Fewer are those companies focusing on mobile narcotics
detection with devices currently obtainable. Company scale and size of each competitor appears to be mirrored in the range of
price points available.



Although
this market is more developed than disease detection, the space is dominated by a few key players making the possibility for new
entrants feasible. Because toxicology screens are the most common type of narcotics testing products on the market, we believe
that advanced technology that both detects and monitors discrete drug levels in an individual’s system through exhalation
will cause this market to expand. The consumer market for mobile applications which provide detection and ongoing monitoring capabilities
is anticipated to be significant.

So
far, we do not have a completed product or an established customer base and we expect to encounter a high degree of competition
as we enter the market. Management believes that our product will be sufficiently distinguishable from these products in terms
of price, functionality, ease of use and dependability.



New
competitors may emerge and may develop products and capabilities which compete directly with our products. No assurance can be
given that we will be successful in competing in this market space.



We
intend to compete by offering products that have enhanced value, ease of use, simple functionality, compatibility with various
platforms, reliability, attractive price and high in quality. Management also believes our intellectual property provides an advantage
over current competitors however we cannot be sure that there is not intellectual property that is more advanced than ours. Although
management believes that our products will be well received because of their innovative features, performance characteristics
and cost-effective pricing, there can be no assurance that comparable or superior products incorporating more advanced technology
or other features or having better price or performance characteristics will not be introduced by competitors with greater resources
than ours



Customers
for our product will include the different areas of law enforcement as well as the different areas of professional and amateur
sports. Corporations are also a target area for the narcotics screening technology.



Employees





As
of the date of this filing we have 12 full time employees and consultants, several of which are shared with NASA. Our employees
are not presently covered by any collective bargaining agreement. We have not experienced any work stoppages and believe that
our relations with our employees are good.





Item
2. Properties



Our
business office is located at 401 Warren Street, Suite 200, Redwood City, CA 94063. We have prepaid rent through December 2014,
with a remaining prepaid balance of $37,300 as of June 30, 2014.



Item
3. Legal Proceedings



We
are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers,
directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse
to us.



Item
4. Mine Safety Disclosures



Not
applicable.





5


Table of Contents




PART
II



Item
5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities



Market
Information



Our
common stock is quoted under the symbol “VNTH” on the OTCBB operated by the Financial Industry Regulatory Authority,
Inc. (“FINRA”) and the OTCQB operated by OTC Markets Group, Inc.  Few market makers continue to participate in
the OTCBB system because of high fees charged by FINRA.  Consequently, market makers that once quoted our shares on the OTCBB
system may no longer be posting a quotation for our shares. As of the date of this report, however, our shares are quoted by several
market makers on the OTCQB. The criteria for listing on either the OTCBB or OTCQB are similar and include that we remain current
in our SEC reporting. Our reporting is presently current and, since inception, we have filed our SEC reports on time.



Only
a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed,
that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.



The
following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as
reported by the OTCQB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions.



|Fiscal
    Year Ending June 30, 2013
|------------------------------------
|Quarter
    Ended                   
|                                    
|                                    
|                                    
|                                    





|Fiscal
    Year Ending June 30, 2014
|------------------------------------
|Quarter
    Ended                   
|                                    
|                                    
|                                    
|                                    



The
Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny
stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior
to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains
a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;(b)
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer
with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description
of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;(d)
contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document
or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language,
type, size and format, as the Commission shall require by rule or regulation.



The
broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations
for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares
to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.



In
addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the
broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive
the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.



These
disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes
subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may
have difficulty selling those securities.



6


Table of Contents






Holders
of Our Common Stock



As
of October 14, 2014, we had 192,009,927  shares of our common stock issued and outstanding, held by 68 shareholders of
record.



Dividends



There
are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:



| | 1. | we
                                         would not be able to pay our debts as they become due in the usual course of business,
                                         or;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | our
                                         total assets would be less than the sum of our total liabilities plus the amount that
                                         would be needed to satisfy the rights of shareholders who have preferential rights superior
                                         to those receiving the distribution.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We
have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.



Recent
Sales of Unregistered Securities





On
October 31, 2013, we issued an aggregate 54,900,000 of shares of restricted common stock to employees of our company as compensation
for services rendered to us up to October 31, 2013 for discontinued operations.



During
the year ending June 30, 2014, the Company issued 9,150,000 shares of common stock (exclusive of the 54,900,000 shares issued
in connection with discontinued operations as disclosed in the paragraph above) for current and future consulting services.



During
the year ending June 30, 2014, we received the rights to Vantage Health Sensor’s nanotechnology that has been internally
developed by Nanobeak, Inc. We issued 7,875,000 shares of common stock with a market value of $630,000 in exchange for the exclusive
rights to this technology. In addition, the Company issued 9,030,000 common shares for the conversion of the Parent Company common
shares and issued 4,999,998 common stock warrants, exercisable at $0.10 per share and expires in 7 year from the date of issuance.



During
the year ending June 30, 2014, the Company issued 24,739,555 shares of common stock for cash net of cash proceeds of $1,956,500.
In connection with the sales, the Company paid stock issuance costs of $43,500 and issued an aggregate of 604, 166 common stock
as payment for stock issuance costs. In addition, the Company issued 1,000,000 common shares fair valued at $0.11 per shares and
recorded as finder’s fees.



During
the year ended June 30, 2014, the Company issued 2,000,000 shares of common stock with a fair value of $290,000 for the exchange
of an investment in securities with a market value at the trade date of $60,000 (see footnote 3). The Company recorded a loss
for the exchange of common stock of $230,000 for the difference in fair value of the marketable security and the fair value of
the Company’s common stock issued





On
December 31, 2013, we issued to Accent Healthcare Advisors, LLC, a California limited liability company, as compensation for their
past and future advisory services for the next several years in the bio-pharmaceutical and healthcare industries, a warrant to
purchase up to 25,000,000 shares of our common stock, par value $.01 per share, for a period of seven years at an exercise price
of $0.049 per share. The exercise price was calculated based on the prior ten days average closing price per share.



We
entered into an agreement with Mr. Rees pursuant to which we agreed to issue to him, in consideration of his services as a member
of our board, a warrant to purchase up to 2,000,000 shares of our common stock for a period of five years at an exercise price
of $0.05 per share.



On
November 27, 2013, we issued 3,875,000 warrants for our common stock as stock based compensation for a three year period, par
value $.01 per share, at an exercise price per share equal to $0.05. The warrants are exercisable any time after November 27,
2013 for a period of five years from date of issuance.



On
December 10, 2013, we issued 5,000,000 warrants for our common stock as stock based compensation for a three year period, par
value $.01 per share, at an exercise price per share equal to the closing price on December 10, 2013 of $0.0478. The warrants
are exercisable any time after December 10, 2013 for a period of seven years from date of issuance.



On
January 10, 2014 we granted stock warrants for 4,000,000 shares of common stock to an investor at no cost to the investor. These
warrants had an expiration date of January 10, 2021, however, they were fully exercised on January 10, 2014 for $200,000 cash.



On
April 17, 2014 we granted stock warrants for 1,185,192 shares of common stock in association with a long-term loan at no cost
to the lender. These warrants had an expiration date of April 17, 2019, and were valued using the Black Scholes Valuation Model,
the stock price at the grant date was $0.09/share, the exercise price is $0.0701/share, the value of the issuance is $106,426.



On
May 5, 2014 we granted stock warrants for 705,229 shares of common stock in association with a long-term loan at no cost to the
lender. These warrants had an expiration date of May 5, 2019, and were valued using the Black Scholes Valuation Model, the stock
price at the grant date was $0.09/share, the exercise price is $0.0589/share, the value of the issuance is $63,468.



7


Table of Contents






On
June 11, 2014 we granted stock warrants for 553,840 shares of common stock in association with a long-term loan at no cost to
the lender. These warrants had an expiration date of June 11, 2019, and were valued using the Black Scholes Valuation Model, the
stock price at the grant date was $0.1284/share, the exercise price is $0.0750/share, the value of the issuance is $71,110.



On
July 15, 2014 we granted stock warrants for 291,494 shares of common stock in association with a long-term loan at no cost to
the lender. These warrants had an expiration date of July 15, 2019, and were valued using the Black Scholes Valuation Model, the
stock price at the grant date was $0.2446/share, the exercise price is $0.1425/share, the value of the issuance is $71,297.



On
August 25, 2014, we issued 2,586,206 common shares of stock when Nanobeak, Inc. converted their holdings into our common stock
in a cashless transaction.



These
securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented
their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given
adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising.
We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted
stock.



Securities
Authorized for Issuance under Equity Compensation Plans



We
do not have any equity compensation plans.



Item
6. Selected Financial Data



A
smaller reporting company is not required to provide the information required by this Item.



Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations



Forward-Looking
Statements



Certain
statements, other than purely historical information, including estimates, projections, statements relating to our business plans,
objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the
words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. We intend such
forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which
may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations
and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory
changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties
should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise. Further information concerning our business, including additional factors that could materially affect
our financial results, is included herein and in our other filings with the SEC.



Results
of Operations for the Years Ended June 30, 2014 and 2013



We
earned no revenues for the years ended June 30, 2014 and 2013. We do not expect to earn any revenues until we complete our technology
and bring it to market.





Our
operating expenses increased to $6,629,026 for the year ended June 30, 2014, as compared with operating expenses of $43,691 for
the year ended June 30, 2013. Our operating expenses for the year ended June 30, 2014 mainly consisted of other compensation of
$4,298,750, consulting expenses of $570,099, other consulting fees of $342,326, office expenses/ salaries and wages of $186,923,
officer/director compensation of $107,057, professional fees of $176,935, royalty expense of $854,251, and travel and entertainment
of $92,594. Our operating expenses for the year ended June 30, 2013 mainly consisted of professional fees of $33,162, office expenses/salaries
and wages of $10,160, and bank fees of $369.



We
anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to administrative
and operating costs associated with developing and commercializing our technology and our continued reporting obligations with
the Securities and Exchange Commission.







8


Table of Contents








Our
other expenses increased to $1,003,966 for the year ended June 30, 2014, as compared with other expenses of $7,219 for the year
ended June 30, 2013. Our increase in other expenses was mainly attributable to interest expenses of $315,036, derivative loss
of $418,930, equity swap loss of $230,000, and unrealized loss on investment of $40,000 incurred in the year ended June 30, 2014,
where we realized interest income of $11,875 offset by bad debt of $19,094 for the year ended June 30, 2013.



We
incurred a net loss of $7,910,903 for the year ended June 30, 2014, compared with a net loss of $137,465 for the year ended June
30, 2013. Our net loss for the year ended June 30, 2014 consisted of $7,632,992 from continuing operations and $277,911 from discontinued
operations. Our net loss for the year ended June 30, 2013 consisted of $50,910 from continuing operations and $86,555 from discontinued
operations.



We
have not attained profitable operations and are dependent upon obtaining financing to continue with our business plan. For these
reasons, there is substantial doubt that we will be able to continue as a going concern.





Liquidity
and Capital Resources





As
of June 30, 2014, we had total current assets of $378,332, consisting of cash and prepaid expenses. We had current liabilities
of $846,295 as of June 30, 2014. Accordingly, we had negative working capital of $467,963 as of June 30, 2014.



Operating
activities used $2,718,714 in cash for continuing operations for the year ended June 30, 2014, as compared with $156,850 for the
year ended June 30, 2013. Our negative operating cash flow for both periods was mainly a result of our net loss for both periods.



Financing
activities for the year ended June 30, 2014 provided $2,631,260 in cash for continuing operations, as compared with cash flows
used by financing activities of $402,519 for the year ended June 30, 2013. Our negative cash flow for the year ended June 30,
2013 was mainly the result of payments made on related party notes, and the positive cash flow for the year ended June 30, 2014
was the result of contributed capital, proceeds from the sale of our stock and borrowings on convertible debt.





On
March 7, 2014, we issued a convertible promissory note in the amount of $100,000. Soon thereafter, we fully paid off this loan
in cash and did not convert any portion of this note into shares of common stock. The interest associated with this loan was $2,411,
with an additional early payment fee of $24,846.



On
April 17, 2014, we issued a convertible promissory note in the amount of $71,875. The note is due on April 16, 2015 and bears
interest at 15% per annum, which we elected to prepay. The loan is secured by shares of our common stock. The loan becomes convertible
180 days after date of the note. The loan and any accrued interest can then be converted into shares of our common stock at a
rate of 50% multiplied by the market price, which is the lowest quoted price for the common stock during the 25 trading day period
ending on the latest complete trading day prior to the conversion date. During the year ended June 30, 2014, we have not converted
any portion of this note into shares of common stock.





On
April 18, 2014, we issued a convertible promissory note in which we will be taking tranche payments on pre-defined dates, the
total of these payments cannot exceed $650,000. There is an original discount component of 10% per tranche and an additional expense
fee of $5,000. Therefore, the funds available to us will be $650,000 and the liability (net of interest) will be $750,000 when
we have received all disbursements. Each tranche is accounted for separately with each principal and OID balance becoming due
18 months after receipt. Each tranche bears interest at 8% per annum. The loan is secured by shares of our common stock. Each
portion of the loan becomes convertible 180 days after date of the note. The loan and any accrued interest can then be converted
into shares of our common stock at a rate of 50% multiplied by the market price, which is the lowest quoted price for the common
stock during the 20 trading day period ending on the latest complete trading day prior to the conversion date. Through June 30,
2014, we received three tranche disbursements: $100,000 on April 21, 2014; $50,000 on May 6, 2014, and $50,000 on June 11, 2014.
The following details the disbursements as of July 15, 2014:

|Tranche
    Date |  |   | Principal
                                         with OID |  |  |   | Accrued
                                         Interest |  |  | Converted
    to Stock
|---------------- |  | - | ----------------------------------------------------------- |  |  | - | --------------------------------------------------------- |  |  | ----------------------
|April 21, 2014   |  | $ | 110,776                                                     |  |  | $ | 1,724                                                     |  |  | None                  
|May 6, 2014      |  |   | 55,384                                                      |  |  |   | 680                                                       |  |  | None                  
|June 11, 2014    |  |   | 55,384                                                      |  |  |   | 243                                                       |  |  | None                  
|                 |  | $ | 221,544                                                     |  |  | $ | 2,647                                                     |  |  |                       



On
April 30, 2014, we issued a convertible promissory note with available funds of $250,000, however, we only received one tranche
payment of $60,000 from this note, carrying a loan balance of $66,000 with principal and OID. During the year ended June 30, 2014,
we fully paid off this loan in cash and did not convert any portion of this note into shares of common stock. The interest associated
with this loan was $667.



As
of June 30, 2013, we had $235,073 in cash. Until we are able to sustain our ongoing operations through sales revenue, we intend
to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures,
working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the
advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on
acceptable terms, or at all.





9


Table of Contents




Going
Concern



We
have incurred losses since inception, and have not yet received any revenues from sales of products or services. These factors
create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment
that might be necessary if we are unable to continue as a going concern.



Our
ability to continue as a going concern is dependent on our generating cash from the sale of our common stock and/or obtaining
debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and
obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be
successful in these efforts.



Critical
Accounting Policies



In
December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management
Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or
complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
We do not believe that any accounting policies currently fit this definition.



Recently
Issued Accounting Pronouncements



We
do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations,
financial position or cash flow.



Off
Balance Sheet Arrangements



As
of June 30, 2014, there were no off balance sheet arrangements.



Item
7A. Quantitative and Qualitative Disclosures About Market Risk



A
smaller reporting company is not required to provide the information required by this Item.



Item
8. Financial Statements and Supplementary Data



Index
to Financial Statements Required by Article 8 of Regulation S-X:





|Audited
                                         Financial Statements:
|----------------------------------------------------------------------
|F-1                                                                   
|F-3                                                                   
|F-4                                                                   
|F-5                                                                   
|F-6                                                                   
|F-7                                                                   
|F-8                                                                   











10


Table of Contents






Silberstein
Ungar, PLLC CPAs and Business Advisors

Phone
(248) 203-0080

Fax
(248) 281-0940

30600
Telegraph Road, Suite 2175

Bingham
Farms, MI 48025-4586

www.sucpas.com



REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors

Vantage
Health

Redwood
City, California



We
have audited the accompanying consolidated balance sheet of Vantage Health as of June 30, 2013, and the related consolidated statements
of operations, other comprehensive income (loss), stockholders’ deficit, and cash flows for the year then ended. These consolidated
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audit.



We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit
includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.



In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Vantage Health as of June 30, 2013, and the results of its operations and cash flows for the year then ended, in conformity
with accounting principles generally accepted in the United States of America.



The
accompanying consolidated financial statements have been prepared assuming that Vantage Health will continue as a going concern.
As discussed in Note 2 to the financial statements, the Company has incurred losses from operations, has negative working capital,
and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial
doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters
are described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome
of this uncertainty.



/s/
Silberstein Ungar, PLLC

Silberstein
Ungar, PLLC



Bingham
Farms, Michigan

September
26, 2013



F-1


Table of Contents






REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and Shareholders’ of:

Vantage
Health

Redwood
City, CA



We
have audited the accompanying consolidated balance sheet of Vantage Health (the Company) as of June 30, 2014 and the related
consolidated statement of operations, other comprehensive income (loss), changes in stockholders’ deficit, and cash
flows for the year then ended June 30, 2014. The Company’s management is responsible for these consolidated
financial statements. Our responsibility is to express an opinion on these financial statements based on our
audit.



We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.



In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Vantage Health as of June 30, 2014 and the results of their operations and their cash
flows for the year then ended, in conformity with accounting principles generally accepted in the United States of
America.



The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 2 to the financial statements, the Company suffered a net loss and has a net capital deficiency, which
raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



/s/
MALONEBAILEY, LLP

www.malone-bailey.com

Houston,
Texas



October 14, 2014







F-2


Table of Contents




VANTAGE
HEALTH

CONSOLIDATED
BALANCE SHEETS

AS
OF JUNE 30, 2014 AND 2013





|                                                                                                                                                                       |  | June
    30, 2014 |            | June
    30, 2013
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | -----------------
|ASSETS                                                                                                                                                                 |  |                   |            |                  
|Current Assets                                                                                                                                                         |  |                   |            |                  
|Cash
    and cash equivalents                                                                                                                                          |  | $                 | 235,073    |                  
|Prepaid
    expenses and other current assets                                                                                                                          |  |                   | 143,259    |                  
|Total Current Assets                                                                                                                                                   |  |                   | 378,332    |                  
|Securities -available
    for sale                                                                                                                                     |  |                   | 20,000     |                  
|Assets
    of discontinued operation                                                                                                                                   |  |                   | —          |                  
|TOTAL
    ASSETS                                                                                                                                                       |  | $                 | 398,332    |                  
|LIABILITIES
    AND STOCKHOLDERS’ DEFICIT                                                                                                                              |  |                   |            |                  
|Current Liabilities                                                                                                                                                    |  |                   |            |                  
|Accounts payable
    and accrued expenses                                                                                                                              |  | $                 | 114,486    |                  
|Convertible debt                                                                                                                                                       |  |                   | 71,875     |                  
|Shareholder loans                                                                                                                                                      |  |                   | —          |                  
|Derivative
    liabilities                                                                                                                                             |  |                   | 659,934    |                  
|Total Current Liabilities                                                                                                                                              |  |                   | 846,295    |                  
|Long-term Liabilities                                                                                                                                                  |  |                   |            |                  
|Convertible
    debt                                                                                                                                                   |  |                   | 221,544    |                  
|Total Liabilities                                                                                                                                                      |  |                   | 1,067,839  |                  
|Stockholders’
    Deficit                                                                                                                                              |  |                   |            |                  
|Common stock, $.001 par value, 250,000,000
    shares authorized, 189,423,721 and 80,125,000 shares issued and outstanding, as of  June 30, 2014 and 2013 respectively |  |                   | 189,424    |                  
|Additional paid-in
    capital                                                                                                                                         |  |                   | 7,747,925  |                  
|Accumulated other
    comprehensive income                                                                                                                             |  |                   | —          |                  
|Accumulated
    deficit                                                                                                                                                |  |                   | (8,606,856 | )                
|Total
    Vantage Health equity                                                                                                                                        |  |                   | (669,507   | )                
|Non-controlling
    interest                                                                                                                                           |  |                   | —          |                  
|Total
    Stockholders’ Deficit                                                                                                                                        |  |                   | (669,507   | )                
|TOTAL
    LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                        |  | $                 | 398,332    |                  







See
accompanying notes to consolidated financial statements.





F-3


Table of Contents




VANTAGE
HEALTH

STATEMENTS
OF CONSOLIDATED OPERATIONS

FOR
THE YEARS ENDED JUNE 30, 2014 AND 2013





|                                                                       |  | Year
    ended June 30, 2014 |             | Year ended
    June 30, 2013
|---------------------------------------------------------------------- |  | ---------------------------- | ----------- | ----------------------------
|REVENUES                                                               |  | $                            | —           |                             
|OPERATING
    EXPENSES                                                 |  |                              |             |                             
|Professional
    fees                                                  |  |                              | 176,935     |                             
|Office expenses/salaries
    and wages                                 |  |                              | 186,923     |                             
|Officer/director
    compensation                                      |  |                              | 107,057     |                             
|Compensation -
    other                                               |  |                              | 4,298,750   |                             
|Consulting                                                             |  |                              | 570,099     |                             
|Other consulting
    fees                                              |  |                              | 342,326     |                             
|Travel and entertainment                                               |  |                              | 92,524      |                             
|Bank fees                                                              |  |                              | 161         |                             
|Royalty
    expense                                                    |  |                              | 854,251     |                             
|TOTAL
    OPERATING EXPENSES                                           |  |                              | 6,629,026   |                             
|LOSS
    FROM CONTINUING OPERATIONS                                    |  |                              | (6,629,026  | )                           
|OTHER
    INCOME (EXPENSE)                                             |  |                              |             |                             
|Interest income
    (expense)                                          |  |                              | (315,036    | )                           
|Bad debt –
    interest                                                |  |                              | —           |                             
|Gain(Loss) on Derivative                                               |  |                              | (418,930    | )                           
|Gain(Loss) on equity
    swap                                          |  |                              | (230,000    | )                           
|Unrealized
    loss on investment                                      |  |                              | (40,000     | )                           
|TOTAL
    OTHER EXPENSE                                                |  |                              | (1,003,966  | )                           
|NET
    LOSS FROM CONTINUING OPERATION                                 |  |                              | (7,632,992  | )                           
|LOSS
    FROM DISCONTINUED OPERATIONS                                  |  |                              | (277,911    | )                           
|NET
     LOSS                                                          |  | $                            | (7,910,903  | )                           
|NET
    LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST                   |  |                              | —           |                             
|NET
    LOSS VANTAGE HEALTH                                            |  | $                            | (7,910,903  | )                           
|NET
    LOSS PER SHARE FROM CONTINUING OPERATIONS: BASIC AND DILUTED   |  | $                            | (0.06       | )                           
|NET
    LOSS PER SHARE FROM DISCONTINUED OPERATIONS: BASIC AND DILUTED |  | $                            | (0.00       | )                           
|NET
    LOSS PER SHARE: BASIC AND DILUTED                              |  | $                            | (0.06       | )                           
|WEIGHTED
    AVERAGE SHARES OUTSANDING: BASIC AND DILUTED              |  |                              | 131,638,614 |                             













See
accompanying notes to consolidated financial statements.





F-4


Table of Contents






VANTAGE HEALTH

STATEMENTS
OF OTHER COMPREHENSIVE INCOME (LOSS)

FOR
THE YEARS ENDED JUNE 30, 2014 AND 2013





|                                                                             |  | Year
    ended June 30, 2014 |            | Year
    ended June 30, 2013
|---------------------------------------------------------------------------- |  | ---------------------------- | ---------- | ----------------------------
|Net
    Loss                                                                 |  | $                            | (7,910,903 | )                           
|Foreign
    Currency Translation:                                            |  |                              |            |                             
|Change in cumulative
    translation adjustment                              |  |                              | —          |                             
|Change
    in cumulative translation adjustment from discontinued operations |  |                              | —          |                             
|Total                                                                        |  | $                            | (7,910,903 | )                           





See
accompanying notes to consolidated financial statements.



F-5


Table of Contents






VANTAGE
HEALTH

CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY





|                                               |  |  | Common
                                         Stock |  |  |   |         |  |  |   | Additional
                                         Paid |   |  |   | Stock
                                         Subscription |   |  |   | Non-Controlling |   |  |   | Accumulated
                                         Other Comprehensive Income |   |  |   | Deficit     |   |  |   |            |  
|---------------------------------------------- |  |  | ----------------------------------------------------- |  |  | - | ------- |  |  | - | -------------------------------------------------------- | - |  | - | ----------------------------------------------------------- | - |  | - | --------------- | - |  | - | ------------------------------------------------------------------------------- | - |  | - | ----------- | - |  | - | ---------- | -
|                                               |  |  | Shares                                                |  |  |   | Amount  |  |  |   | in
                                         Capital      |   |  |   | Receivable                                                  |   |  |   | Interest        |   |  |   | (Loss)                                                                          |   |  |   | Accumulated |   |  |   | Total      |  
|Balance, June 30, 2012                         |  |  | 80,125,000                                            |  |  |   | 80,125  |  |  |   | 380,335                                                  |   |  |   | (118,750                                                    | ) |  |   | (222,616        | ) |  |   | 67,441                                                                          |   |  |   | (558,488    | ) |  |   | (371,953   | )
|Write-off of stock
    subscription receivable |  |  | —                                                     |  |  |   | —       |  |  |   | (118,750                                                 | ) |  |   | 118,750                                                     |   |  |   | —               |   |  |   | —                                                                               |   |  |   | —           |   |  |   | —          |  
|Other comprehensive
    income                 |  |  | —                                                     |  |  |   | —       |  |  |   | —                                                        |   |  |   | —                                                           |   |  |   | —               |   |  |   | 96,879                                                                          |   |  |   | —           |   |  |   | 96,879     |  
|Net  loss                                      |  |  | —                                                     |  |  |   | —       |  |  |   | —                                                        |   |  |   | —                                                           |   |  |   | (83,159         | ) |  |   | —                                                                               |   |  |   | (137,465    | ) |  |   | (220,624   | )
|Balance,  June 30, 2013                        |  |  | 80,125,000                                            |  |  | $ | 80,125  |  |  | $ | 261,585                                                  |   |  | $ | —                                                           |   |  | $ | (305,775        | ) |  | $ | 164,320                                                                         |   |  | $ | (695,953    | ) |  | $ | (495,698   | )
|Stock issued for
    cash, net                 |  |  | 24,739,555                                            |  |  |   | 24,740  |  |  |   | 1,931,760                                                |   |  |   | —                                                           |   |  |   | —               |   |  |   | —                                                                               |   |  |   | —           |   |  |   | 1,956,500  |  
|Stock issued for
    services                  |  |  | 64,050,000                                            |  |  |   | 64,050  |  |  |   | 965,710                                                  |   |  |   | —                                                           |   |  |   | —               |   |  |   | —                                                                               |   |  |   | —           |   |  |   | 1,029,760  |  
|Stock issued intangible
    asset              |  |  | 16,905,000                                            |  |  |   | 16,905  |  |  |   | (16,905                                                  | ) |  |   | —                                                           |   |  |   | —               |   |  |   | —                                                                               |   |  |   | —           |   |  |   | —          |  
|Stock issued for
    securities                |  |  | 2,000,000                                             |  |  |   | 2,000   |  |  |   | 288,000                                                  |   |  |   | —                                                           |   |  |   | —               |   |  |   | —                                                                               |   |  |   | —           |   |  |   | 290,000    |  
|Stock issued for
    finder’s fees             |  |  | 1,604,166                                             |  |  |   | 1,604   |  |  |   | (1,604                                                   | ) |  |   | —                                                           |   |  |   | —               |   |  |   | —                                                                               |   |  |   | —           |   |  |   | —          |  
|Warrants issued for
    services               |  |  | —                                                     |  |  |   | —       |  |  |   | 3,538,000                                                |   |  |   | —                                                           |   |  |   | —               |   |  |   | —                                                                               |   |  |   | —           |   |  |   | 3,538,000  |  
|Spin-off of subsidiary                         |  |  | —                                                     |  |  |   | —       |  |  |   | 372,494                                                  |   |  |   | —                                                           |   |  |   | 305,775         |   |  |   | —                                                                               |   |  |   | —           |   |  |   | 678,269    |  
|Contributed capital                            |  |  | —                                                     |  |  |   | —       |  |  |   | 408,885                                                  |   |  |   | —                                                           |   |  |   | —               |   |  |   | —                                                                               |   |  |   | —           |   |  |   | 408,885    |  
|Other comprehensive
    income                 |  |  | —                                                     |  |  |   | —       |  |  |   | —                                                        |   |  |   | —                                                           |   |  |   | —               |   |  |   | (164,320                                                                        | ) |  |   | —           |   |  |   | (164,320   | )
|Net
    income (loss)                          |  |  | —                                                     |  |  |   | —       |  |  |   | —                                                        |   |  |   | —                                                           |   |  |   | —               |   |  |   | —                                                                               |   |  |   | (7,910,903  | ) |  |   | (7,910,903 | )
|Balance,  June
    30, 2014                    |  |  | 189,423,721                                           |  |  | $ | 189,424 |  |  | $ | 7,747,925                                                |   |  | $ | —                                                           |   |  | $ | —               |   |  | $ | —                                                                               |   |  | $ | (8,606,856  | ) |  | $ | (669,507   | )











See
accompanying notes to consolidated financial statements.





F-6


Table of Contents




VANTAGE
HEALTH

STATEMENTS
OF CONSOLIDATED CASH FLOWS

FOR
THE YEARS ENDED JUNE 30, 2014 AND 2013





|                                                                                                         |  | Year
    ended  June 30, 2014 |            | Year
    ended  June 30, 2013
|-------------------------------------------------------------------------------------------------------- |  | ----------------------------- | ---------- | -----------------------------
|CASH
    FLOWS FROM OPERATING ACTIVITIES OF CONTINUING OPERATIONS:                                       |  |                               |            |                              
|Net
    loss                                                                                             |  | $                             | (7,910,903 | )                            
|Adjustments
    to Reconcile Net Loss to Net Cash Used by Operating Activities of Continuing Operations: |  |                               |            |                              
|Stock issued for
    compensation and services                                                           |  |                               | 760,750    |                              
|Amortization of
    debt discount                                                                        |  |                               | 27,544     |                              
|Warrants issued
    related to debt interest                                                             |  |                               | 241,004    |                              
|Unrealized loss
    on investment                                                                        |  |                               | 40,000     |                              
|Loss on equity swap                                                                                      |  |                               | 230,000    |                              
|Warrants issued
    for services                                                                         |  |                               | 3,538,000  |                              
|Gain on derivative
    liabilities                                                                       |  |                               | 418,930    |                              
|Changes
    in assets and liabilities:                                                                   |  |                               |            |                              
|(Increase) decrease
    in prepaid expenses                                                              |  |                               | (143,259   | )                            
|Increase
    (decrease) in accounts payable and accrued expenses                                         |  |                               | 79,220     |                              
|Net
    Cash Used by Operating Activities of Continuing Operations                                       |  |                               | (2,718,714 | )                            
|CASH
    FLOWS FROM FINANCING ACTIVITIES OF CONTINUING OPERATIONS:                                       |  |                               |            |                              
|Proceeds from sales
    of common stock, net                                                             |  |                               | 1,956,500  |                              
|Contributed capital                                                                                      |  |                               | 408,885    |                              
|Payments on convertible
    debt                                                                         |  |                               | (166,000   | )                            
|Borrowings on convertible
    debt                                                                       |  |                               | 431,875    |                              
|Payments
    on notes payable – related parties                                                          |  |                               | —          |                              
|Net
    Cash Provided by (Used by) Financing Activities of Continuing Operations                         |  |                               | 2,631,260  |                              
|CASH
    FLOWS FROM DISCONTINUED OPERATIONS:                                                             |  |                               |            |                              
|Cash
    flows from operating activities of discontinued operations                                      |  |                               | 947,279    |                              
|Cash
    flows from investing activities of discontinued operations                                      |  |                               | 6,159      |                              
|Cash
    flows from financing activities of discontinued operations                                      |  |                               | (555,680   | )                            
|Net
    Cash (Used by) Provided by Discontinued Operations                                               |  |                               | 397,758    |                              
|Foreign
    Exchange                                                                                     |  |                               | (164,320   | )                            
|NET
    INCREASE (DECREASE) IN CASH                                                                      |  |                               | 145,984    |                              
|Cash, beginning
    of period                                                                            |  |                               | 89,089     |                              
|Cash, end of
    period                                                                                  |  | $                             | 235,073    |                              
|SUPPLEMENTAL
    NON-CASH INVESTING AND FINANCING INFORMATION:                                           |  |                               |            |                              
|Stock
    issued to acquire  available for sale securities                                               |  | $                             | 60,000     |                              
|Shares
    issued for intangible asset                                                                   |  | $                             | 16,905     |                              
|Write-off
    of stock subscription receivable                                                           |  | $                             | —          |                              
|Shares
    issued for finder’s fees                                                                      |  | $                             | 1,604      |                              
|Debt
    discount                                                                                        |  | $                             | 27,544     |                              











See
accompanying notes to consolidated financial statements.





F-7


Table of Contents




VANTAGE
HEALTH

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE
30, 2014 and 2013



NOTE
1 – SUMMARY OF ACCOUNTING POLICIES





Nature
of Business

Vantage
Health (“Vantage Health” and the “Company”) was incorporated in Nevada on April 21, 2010.



On
October 9, 2013, Vantage Health executed an Agreement of Conveyance, Transfer and Assignment of Subsidiary and Assumption of Obligations
for the sale of the Company’s 51% interest in Moxisign (PTY) Ltd (“Moxisign”) with Lisa Ramakrishnan, an officer,
director and shareholder of the Company. Pursuant to the terms of the Agreement, Ms. Ramakrishnan agreed to assume all of the
debts and liabilities of Moxisign, totaling approximately $575,971. The assets and beneficial equity relief of Moxisign are valued
at approximately $203,477. As a result of this transaction, we are no longer in the business of becoming a pharmaceutical distributor
with the specific intention of bidding on South African government health care contracts and tenders.  This line of business
was sold under the Agreement. We are currently evaluating alternative business opportunities.



Basis
of Presentation

The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange Commission ("SEC"). In the opinion of management,
all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The Company has
adopted a June 30 year end.



Cash
and Cash Equivalents

Vantage
Health considers all highly liquid investments with maturities of three months or less to be cash equivalents. At June 30, 2014
the Company had $235,073 of cash, and June 30, 2013, the Company had $89,089 of cash related to discontinued operations.



Development
Stage Company

On
June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities
(Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic
915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition,
the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements
of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity; (3)
disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in
which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments
are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December
15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements
have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial
statements as those of a development stage entity and have not presented inception-to-date information on the respective financial
statements.



Fair
Value of Financial Instruments

The
Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder
loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest
rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.



Financial assets and liabilities recorded at fair
value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which
prioritizes the inputs used to measure fair value into the following levels:







F-8


Table of Contents






VANTAGE
HEALTH

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE
30, 2014



NOTE
1 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)





Fair
Value of Financial Instruments, continued



Level 1—
Quoted market prices in active markets for identical assets or liabilities at the measurement date.



Level 2—
Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities
in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.



Level 3—
Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or
liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.



A
financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant
to the fair value measurement.



Financial
assets and liabilities measured at fair value on a recurring basis are summarized below:



|                                   |  |   | Level
                                         1 |  |  |   | Level
                                         2 |  |  |   | Level
                                         3 |  |  |   | Total   | 
|---------------------------------- |  | - | ------------------------------------------------ |  |  | - | ------------------------------------------------ |  |  | - | ------------------------------------------------ |  |  | - | ------- | 
|Assets                             |  |   |                                                  |  |  |   |                                                  |  |  |   |                                                  |  |  |   |         | 
|Securities -available for
    sale |  | $ | 20,000                                           |  |  | $ |                                                  |  |  | $ | —                                                |  |  | $ | 20,000  | 
|Liabilities                        |  |   |                                                  |  |  |   |                                                  |  |  |   |                                                  |  |  |   |         | 
|Derivative Financial Instruments   |  | $ | —                                                |  |  | $ | —                                                |  |  | $ | 659,934                                          |  |  | $ | 659,934 | 



Investment
Securities

Under
Accounting Standards Codification (ASC) 320-10, Investments – Debt and Equity Securities, investment securities must be
classified as held-to-maturity, available-for-sale, or trading. Management has determined the appropriate classification at the
time of purchase to be available-for-sale. The classification of investment securities is significant since it directly impacts
the accounting for unrealized gains and losses on securities. Investment securities not classified as held-to-maturity are classified
as available-for-sale and are carried at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive
income and do not affect earnings until realized. Investment in stock is carried at cost. The Company has no trading account investment
securities. The fair values of the Company’s investment securities are generally determined by reference to quoted prices
from reliable independent sources utilizing observable inputs.

The
Company evaluates all the securities in its investment securities portfolio on a quarterly basis, and more frequently when economic
conditions warrant additional evaluations, to determine if an other-than-temporary impairment (OTTI) exists pursuant to guidelines
established in ASC 320-10. In evaluating for possible impairment, consideration is given to many factors including the length
of time and the extent to which the fair value has been less than cost, whether the market decline was affected by macroeconomic
conditions, the financial condition and near-term prospects of the issuer, and the Company’s ability and intent to retain
its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing
an issuer’s financial condition, the Company may consider whether the investment securities are issued by the federal government
or its agencies or government sponsored







F-9


Table of Contents






VANTAGE
HEALTH

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE
30, 2014



NOTE
1 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)





agencies,
whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition.
The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based
on the information available to management at a point in time.

If
management determines that an investment experienced an OTTI, management must then determine the amount of the OTTI to be recognized
in earnings. If management does not intend to sell the investment security and it is more likely than not that the Company will
not be required to sell the investment security before recovery of its amortized cost basis less any current period loss, the
OTTI will be separated into the amount representing the credit loss and the amount related to all other factors. The amount of
the OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized
in earnings. The amount of the OTTI related to other factors will be recognized in other comprehensive income, net of applicable
taxes. The previous amortized cost basis less the OTTI recognized in earnings will become the new amortized cost basis of the
investment. If management intends to sell the investment security or it is more likely than not the Company will be required to
sell the investment security before recovery of its amortized cost basis less any current period credit loss, the OTTI will be
recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at
the balance sheet date. Any recoveries related to the value of these investment securities are recorded as an unrealized gain
(as other comprehensive income [loss] in shareholders’ equity) and not recognized in income until the investment security
is ultimately sold. From time to time, management may dispose of an impaired investment security in response to asset/liability
management decisions, market movements, business plan changes, or if the net proceeds can be reinvested at a rate of return that
is expected to recover the loss within a reasonable period of time.

Management
evaluates all investment securities on a quarterly basis, and more frequently when economic conditions warrant additional evaluations,
for determining if an OTTI exists pursuant to guidelines established in ASC 320-10, Investments – Debt and Equity Securities.
Current accounting guidance generally provides that if a marketable security is in an unrealized loss position, whether due to
general market conditions or industry or issuer-specific factors, the holder of the investment securities must assess whether
the impairment is other-than-temporary.

Revenue
Recognition

The
Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.



Income
Taxes

Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and
liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and
are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax
assets that, based on available evidence, are not expected to be realized. Because the Company has no net income, the tax benefit
of the accumulated net loss has been fully offset by an equal valuation allowance.



Use
of Estimates

The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results
could differ from those estimates.







F-10


Table of Contents




VANTAGE
HEALTH

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE
30, 2014





NOTE
1 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)



Basic
Income (Loss) Per Share

Basic
income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted
average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net
income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt
or equity.



Other
Comprehensive Income (Loss)

Comprehensive
income (loss) consists of net income (loss) and other gains and losses affecting stockholder’s equity that, under GAAP,
are excluded from net income (loss), including foreign currency translation adjustments, gains and losses related to certain derivative
contracts, and gains or losses, prior service costs or credits, and transition assets or obligations associated with pension or
other postretirement benefits that have not been recognized as components of net periodic benefit cost.



Stock-Based
Compensation

The
Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation
– Stock Compensationwhich requires all share-based payments to employees, including grants of employee stock options,
to be recognized in the financial statements based on their fair values.  The fair value of the equity instrument is
charged directly to compensation expense and credited to additional paid-in capital over the period during which services are
rendered.



The
Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than
Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to
consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as
compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the
estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity
instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are
rendered.





NOTE
2 – LIQUIDITY AND GOING CONCERN



The
Company has incurred losses since inception, and has not yet received any revenues from sales of products or services. These factors
create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include
any adjustment that might be necessary if the Company is unable to continue as a going concern.



The
ability of Vantage Health to continue as a going concern is dependent on the Company generating cash from the sale of its common
stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its
equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.







F-11


Table of Contents






VANTAGE
HEALTH

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE
30, 2014





NOTE
3 – PREPAID EXPENSES



In
relation to a sub-licensing agreement with NASA, a shareholder has paid royalty fees applicable to 2014 on behalf of the Company.
The $100,000 payment was an additional investment in the Company and is not required to be repaid. In addition, the Company has
prepaid rent through December 2014, with a remaining prepaid balance of $37,300 as of June 30, 2014, and prepaid interest on a
short-term loan of $5,959 as of June 30, 2014.



NOTE
4 – SECURITIES AVAILABLE FOR SALE



On
January 16, 2014, the Company acquired 2,000,000 restricted common shares of a publicly traded company. (See Note 6 for more details)
The investment was acquired at market value of $0.03 per share, and is held for future trade. The value of the investment will
be adjusted quarterly to reflect the change in market value of the holding. The investment does not represent a controlling interest
in the publicly traded company. The company has elected the fair value option under ASC 825 allowing gains and losses to be recorded
in earnings each period. From receipt of the shares on January 16, 2014 through June 30, 2014 the securities were reduced in value
from $60,000 to $20,000 due to a change in the publicly traded company’s stock price. These securities are measured under
level 1 of ASC 820.



NOTE
5 – RELATED PARTY TRANSACTIONS



During
the year ended June 30, 2013, the Company received loans totaling $16,725 from a shareholder and repaid $100,000 of the outstanding
shareholder loans. On October 9, 2013 the Company entered into an agreement whereby the originator of the shareholder loans agreed
to forgive the existing loan balance in exchange for all the assets and liabilities of the Company as of October 9, 2013. Therefore,
the balance of the loan was reduced to $0 as of that date. The total amount due to the shareholders was $0 and $555,680as of June 30, 2014 and 2013, respectively.



During
the year ended June 30, 2014, the Company received the rights to Vantage Health Sensor’s nanotechnology that has been internally
developed by a related and controlling party. The Company has issued 7,875,000 shares of common stock with a market value of $630,000
in exchange for the exclusive rights to this technology. In accordance with generally accepted accounting principles, the Company
recognizes no book value for internally generated technology acquired from a controlling entity. Therefore, the entire $630,000
was absorbed as a reduction in the stock valuation passing through additional paid in capital. . In addition, the Company issued
9,030,000 common shares for the conversion of the Parent Company common shares and issued 4,999,998 common stock warrants, exercisable
at $0.10 per share and expires in 7 year from the date of issuance (see footnote 7). The fair value of the common shares is $868,800
and the fair value of the warrants is $85,053. The fair value of the common shares and stock warrants is considered to be the
excess value from the carry over cost basis of $0 and is recorded as a pass through to additional paid in capital.



NOTE
6 - CONVERTIBLE NOTE PAYABLE



On
March 7, 2014, the Company issued a convertible promissory note in the amount of $100,000. The note is due on March 10, 2015 and
bears interest at 8% per annum. The loan is secured by shares of the Company’s common stock. The loan becomes convertible
180 days after date of the note. The loan and any accrued interest can then be converted into shares of the Company’s common
stock at a rate of 58% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common
stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. Before the
loan became convertible and prior toJune 30, 2014, the Company
fully paid off this loan in cash and did not convert any portion of this note into shares of common stock. The interest associated
with this loan was $2,411, with an additional early payment fee of $24,846.





F-12


Table of Contents






NOTE
6 - CONVERTIBLE NOTE PAYABLE (CONTINUED)



On
April 17, 2014, the Company issued a convertible promissory note in the amount of $71,875. The note is due on April 16, 2015 and
bears interest at 15% per annum, which was prepaid by the Company and is being amortized over the life of the loan. The loan is
secured by shares of the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan
and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 50% multiplied by
the market price, which is the lowest quoted price for the common stock during the 25 trading day period ending on the latest
complete trading day prior to the conversion date.During the year
ended June 30, 2014, the Company has not converted any portion of this note into shares of common stock. The accrued interest
related to this debt is $0 because the entire term’s interest was prepaid, the interest expense related to this loan is
$1,541.



On
April 18, 2014, the Company issued a convertible promissory note in which the Company will be taking tranche payments on pre-defined
dates, the total of these payments cannot exceed $650,000. There is an original discount component of 10% per tranche and an additional
expense fee of $5,000. Therefore, the funds available to the Company will be $650,000 and the liability (net of interest) will
be $750,000 when all disbursements have been received by the Company. Each tranche is accounted for separately with each principal
and OID balance becoming due 18 months after receipt. Each tranche bears interest at 8% per annum. The loan is secured by shares
of the Company’s common stock. Each portion of the loan becomes convertible 180 days after date of the note. The loan and
any accrued interest can then be converted into shares of the Company’s common stock at a rate of 50% multiplied by the
market price, which is the lowest quoted price for the common stock during the 20 trading day period ending on the latest complete
trading day prior to the conversion date.During
the period ended June 30, 2014, the Company has received three tranche disbursements of $100,000 on April 21, 2014; $50,000 on
May 6, 2014; and $50,000 on June 11, 2014. The following details the disbursements as of June 30, 2014:





|Tranche
    Date |  |   | Principal
                                         with OID |  |  |   | Accrued
                                         Interest |  |  | Converted
    to Stock
|---------------- |  | - | ----------------------------------------------------------- |  |  | - | --------------------------------------------------------- |  |  | ----------------------
|April 21, 2014   |  | $ | 110,776                                                     |  |  | $ | 1,724                                                     |  |  | None                  
|May 6, 2014      |  |   | 55,384                                                      |  |  |   | 680                                                       |  |  | None                  
|June 11, 2014    |  |   | 55,384                                                      |  |  |   | 243                                                       |  |  | None                  
|                 |  | $ | 221,544                                                     |  |  | $ | 2,647                                                     |  |  |                       



On
April 30, 2014, the Company issued a convertible promissory note with available funds of $250,000, however, the Company only received
one tranche payment of $60,000 from this note, carrying a loan balance of $66,000 with principal and OID. There is an original
discount component of 10% per tranche. The note is due on April 30, 2016 and bears interest at 0% if repaid within 90 days; and
12% per annum for any remaining balances past 90 days. The loan is secured by shares of the Company’s common stock. The
loan becomes convertible immediately upon the date of the note. The loan and any accrued interest can then be converted into shares
of the Company’s common stock at a rate of the lower of (1) $0.11per share or (2) 60% multiplied by the market price, which
is the lowest quoted price for the common stock during the 25 trading day period ending on the latest complete trading day prior
to the conversion date.During the year ended June 30, 2014, the
Company fully paid off this loan in cash and did not convert any portion of this note into shares of common stock. The interest
associated with this loan was $667.



The
Company analyzed the conversion options embedded in the Convertible Promissory Notes for derivative accounting consideration under
ASC 815, Derivatives and Hedging, and determined that there is not a derivative as the above references convertible notes are
not convertible as of June 30, 2014 as they have not reach 180 days from the date of issuance.







F-13


Table of Contents






VANTAGE
HEALTH

NOTES
TO THE FINANCIAL STATEMENTS

JUNE
30, 2014





NOTE
7 – COMMON STOCK



During
the year ended June 30, 2014, 54,900,000 shares of common stock were issued for services rendered in connection with discontinued
operations. This stock issuance was initiated by the former management of the Company. The stock was valued at the market value
on the grant date for a total of $269,010.



During
the year ending June 30, 2014, the Company issued 9,150,000 shares of common stock (exclusive of the 54,900,000 shares issued
in connection with discontinued operations as disclosed in the paragraph above) for current and future consulting services. The
value of the shares at the dates of issuance was $760,750, and is being amortized over the life of each contract to a stock based
compensation expense. As of June 30, 2014 the stock-based compensation expense related to these issuances was $760,750.



During
the year ending June 30, 2014, the Company issued 7,875,000 shares of common stock with a market value of $630,000 for rights
to internally generated technology from a controlling party. Subsequently, the Company has valued the technology at $0 and recorded
the adjustment to additional paid in capital. In addition, the Company issued 9,030,000 common shares for the conversion of the
Parent Company common shares and issued 4,999,998 common stock warrants, exercisable at $0.10 per share and expires in 7 year
from the date of issuance. The fair value of the common shares is $868,800 and the fair value of the warrants is $85,053. The
fair value of the common shares and stock warrants is considered to be the excess value from the carry over cost basis of $0 and
is recorded as a pass through to additional paid in capital.



During
the year ending June 30, 2014, the majority shareholder has contributed capital of $408,885.



During the
year ending June 30, 2014, the Company issued 24,739,555 shares of common stock for cash net of cash proceeds of $1,956,500. In
connection with the sales, the Company paid stock issuance costs of $43,500 and issued an aggregate of 604, 166 common stock as
payment for stock issuance costs. The common stock was fair value using the market price on the grant date of $0.11 per share.
In addition, the Company issued 1,000,000 common shares fair valued at $0.11 per shares and recorded as finder’s fees.



During
the year ended June 30, 2014, the Company issued 2,000,000 shares of common stock with a fair value of $290,000 for the exchange
of an investment in securities with a market value at the trade date of $60,000 (see footnote 3). The Company recorded a loss
for the exchange of common stock of $230,000 for the difference in fair value of the marketable security and the fair value of
the Company’s common stock issued.



NOTE
8 – STOCK WARRANTS



On
December 16, 2013, the Board of Directors of the Company approved the election of William S. Rees, Jr. to serve as a member of
the Board effective December 16, 2014. Mr. Rees has not yet been appointed to serve on any committee of the Board. There are no
arrangements or understandings between Mr. Rees and any other person pursuant to which Mr. Rees was appointed as a director. The
Company entered into an agreement with Mr. Reespursuant to which it agreed to issue to him, in consideration of his services,
a warrant to purchase up to 2,000,000 shares of the Company’s common stock for a period of five years at an exercise price
of $0.05 per share. The Company determined the fair value of the warrants to be $99,764 using the Black Scholes Valuation Model.
As of June 30, 2014 the warrants were fully vested and the Company recorded $99,764 as stock-based compensation expense.



On
December 31, 2013, we issued to Accent Healthcare Advisors, LLC, a California limited liability company, as compensation for their
past and future advisory services for the next several years in the bio-pharmaceutical and healthcare industries, a warrant to
purchase up to 25,000,000 shares of the







F-14


Table of Contents






VANTAGE
HEALTH

NOTES
TO THE FINANCIAL STATEMENTS

JUNE
30, 2014





NOTE
8 – STOCK WARRANTS (CONTINUED)



Company’s
common stock, par value $.01 per share, for a period of seven years at an exercise price of $0.049 per share. The warrants issued
vest immediately. The exercise price was calculated based on the prior ten days average closing price per share. The holder may
not exercise the Warrant such that the number of shares of common stock beneficially owned by the holder and its affiliates exceeds
4.9% of the total outstanding shares of common stock of the Company. The fair value of the warrants using the Black Scholes valuation
model was determined to be $2,994,407. The exercise price and number of Warrant Shares are subject to adjustment upon the subdivision
or combination of the Company’s common stock. Further, upon the consolidation, merger or sale of the Company, the holder
is entitled to receive, at the Company’s discretion, either (a) if the Warrant is exercised, the consideration payable with
respect to or in exchange for those Warrant Shares that would have been received if no consolidation, merger or sale had taken
place or (b) cash equal to the value of the Warrant as determined in accordance with the Black-Scholes option pricing formula.
As of June 30, 2014 the stock-based compensation expense related to this issuance was $2,994,407.



On
November 27, 2013, the Company issued 3,875,000 warrants for the Company’s common stock as stock based compensation for
a three year period, par value $.01 per share, at an exercise price per share equal to $0.05. The warrants issued vest immediately.
The warrants are exercisable any time after November 27, 2013 for a period of five years from date of issuance. The fair value
of the warrants using the Black Scholes Valuation Model was $204,904. As of June 30, 2014 the stock-based compensation expense
related to this issuance was 204,904.



On
December 10, 2013, the Company issued 5,000,000 warrants for the Company’s common stock as stock based compensation for
a three year period, par value $.01 per share, at an exercise price per share equal to the closing price on December 10, 2013
of $0.0478. The warrants are exercisable any time after December 10, 2013 for a period of seven years from date of issuance. The
fair value of the warrants using the Black Scholes Valuation Model was $238,925. As of June 30, 2014 the stock-based compensation
expense related to this issuance was $238,925.



During
the year ending June 30, 2014, the Company issued 2,444,261 warrants for shares of common stock to lenders in connection with
loans received by the Company. The warrants have anti-dilution provisions, including a provision for adjustments to the exercise
price and to the number of warrant shares purchasable if we issue or sell common shares at a price less than the then current
exercise price. We determined that the warrants were not afforded equity classification because the warrants are not considered
to be indexed to our own stock due to the anti-dilution provision. Accordingly, the warrants are treated as a derivative liability
and are carried at fair value. We estimate the fair value of these derivative warrants at each balance sheet date and the changes
in fair value are recognized in earnings in the statement of operations under the caption “change in fair value of derivative
warrant liability” until such time as the derivative warrants are exercised or expire.



We
estimate the fair value of our derivative warrants on the date of issuance and each subsequent balance sheet date using the Black-Scholes
option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-free interest rate,
and expected life of the warrants. Currently, we believe that the potential impact to the fair value of our derivative warrants
attributable to the anti-dilution provision is insignificant and we will consider using a lattice model for purposes of valuation
if and when the fair value of the anti-dilution provision becomes significant. Our expected volatility assumption is based on
our historical weekly closing price of our stock over a period equivalent to the expected remaining life of the derivative warrants.
The Black Scholes Valuation Model was used to value these warrants at $241,004 on the grant date and accounted for as a derivative
liability.







F-15


Table of Contents




VANTAGE
HEALTH

NOTES
TO THE FINANCIAL STATEMENTS

JUNE
30, 2014





NOTE
8 – STOCK WARRANTS (CONTINUED)



The
derivative liability as of June 30, 2014 was 659,934 and the Company recorded a loss in the change in fair value due to derivative
warrant liability of $418,930.



|Fair
    value assumptions – derivative warrants: |  | Year
    Ended June 30, 2014
|------------------------------------------------- |  | ----------------------------
|Risk free interest rate                           |  |                             
|Expected term (years)                             |  |                             
|Expected volatility                               |  |                             
|Expected dividends                                |  |                             



On
April 17, 2014 the Company granted stock warrants for 1,185,192 shares of common stock in association with a long-term loan at
no cost to the lender. These warrants had an expiration date of April 17, 2019, and were valued using the Black Scholes Valuation
Model, the stock price at the grant date was $0.09/share, the exercise price is $0.0701/share, the value of the issuance is $106,426.



On
May 5, 2014 the Company granted stock warrants for 705,229 shares of common stock in association with a long-term loan at no cost
to the lender. These warrants had an expiration date of May 5, 2019, and were valued using the Black Scholes Valuation Model,
the stock price at the grant date was $0.09/share, the exercise price is $0.0589/share, the value of the issuance is $63,468.



On
June 11, 2014 the Company granted stock warrants for 553,840 shares of common stock in association with a long-term loan at no
cost to the lender. These warrants had an expiration date of June 11, 2019, and were valued using the Black Scholes Valuation
Model, the stock price at the grant date was $0.1284/share, the exercise price is $0.0750/share, the value of the issuance is
$71,110.

Summary
of warrant activity for the two years ended June 30, 2014 is presented below:

| |                                                        | Number
    of Shares Granted |  | Weighted
    Average Exercise Price |            | Weighted
    Average Remaining Contractual Life (years) |  | AggregateIntrinsicValue
| | ------------------------------------------------------ | ---------------------------- |  | ----------------------------------- | ---------- | ------------------------------------------------------- |  | -----------------------
| | July
                                         1, 2012  |                              |  |                                     | —          |                                                         |  | $                      
| | Grants                                                 |                              |  |                                     | —          |                                                         |  |                        
| | Expired                                                |                              |  |                                     | —          |                                                         |  |                        
| | June
                                         30, 2013 |                              |  |                                     | —          |                                                         |  | $                      
| | Grants                                                 |                              |  |                                     | 43,319,259 |                                                         |  |                        
| | Expired                                                |                              |  |                                     | —          |                                                         |  |                        
| | June
                                         30, 2014 |                              |  |                                     | 43,319,259 |                                                         |  | $                      



|ExercisePrice Range |               | SharesOutstanding |  | SharesExercisable |            | Weighted
    Contractual LifeRemaining (in Years) |  | Weighted
    AverageExercise Price
|------------------- | ------------- | ----------------- |  | ----------------- | ---------- | ------------------------------------------------- |  | ----------------------------------
|$                   | 0.050         |                   |  |                   | 35,875,000 |                                                   |  |                                   
|$                   | 0.100         |                   |  |                   | 4,999,998  |                                                   |  |                                   
|                    | $0.059-$0.070 |                   |  |                   | 2,444,261  |                                                   |  |                                   





F-16


Table of Contents




VANTAGE
HEALTH

NOTES
TO THE FINANCIAL STATEMENTS

JUNE
30, 2014



NOTE
8 – STOCK WARRANTS (CONTINUED)



|Fair
    value assumptions – |  | Year
    Ended June 30, 2014
|---------------------------- |  | ----------------------------
|Risk free interest rate      |  |                             
|Expected term (years)        |  |                             
|Expected volatility          |  |                             
|Expected dividends           |  |                             





NOTE
9 – DISCONTINUED OPERATIONS



On
October 9, 2013, Vantage Health executed an Agreement of Conveyance, Transfer and Assignment of Subsidiary and Assumption of Obligations
for the sale of the Company’s 51% interest in Moxisign (PTY) Ltd (“Moxisign”) with Lisa Ramakrishnan, an officer,
director and shareholder of the Company. Pursuant to the terms of the Agreement, Ms. Ramakrishnan agreed to assume all of the
debts and liabilities of Moxisign, totaling approximately $575,971. The assets and beneficial equity relief of Moxisign are valued
at approximately $203,477. As a result of this transaction, we are no longer in the business of becoming a pharmaceutical distributor
with the specific intention of bidding on South African government health care contracts and tenders.  This line of business
was sold under the Agreement. We are currently evaluating alternative business opportunities.



The
gain of $372,494, on the disposal of the subsidiary is included as additional paid in capital for the period.



NOTE
10 – COMMITMENTS



On
January 1, 2014, the Company entered into a Sub-License Agreement affiliated with the National Aeronautics and Space Administration
(“NASA”) pursuant to which the Company was granted a royalty-bearing, non-transferable license to certain inventions
and patent rights owned by NASA relating to chemical sensing nanotechnology, for use within the United States and its territories.
The License is effective as of December 31, 2013 and subject to an initial five year term, during which the License will be exclusive
to the Company. Following the initial five-year term, the License shall automatically convert to a non-exclusive license. The
License may be terminated by NASA following a 30 day cure period, among other reasons, upon a breach of the License Agreement
or upon its determination that the Company has failed to adequately develop or commercialize the licensed patents. Specific milestones
and commercialization requirements are set forth in the License Agreement. NASA provides no warranties under the License Agreement
and assumes no responsibility for our use, sale or other disposition of the licensed technology. We agree to indemnify NASA against
all liabilities arising from such use, sale or other disposition. We must pay certain royalties in connection with the License
as set forth in the License Agreement. Royalties owed for 2014 have been paid in advance by a related party and will not be charged
to Vantage Health, with the next Vantage Health payment due in 2015. The Company expensed $1,184,251 under this agreement of which
$854,251 was paid directly to the Parent Company who in turned paid NASA for fees under this agreement.



F-17


Table of Contents






VANTAGE
HEALTH

NOTES
TO THE FINANCIAL STATEMENTS

JUNE
30, 2014





NOTE
11 – INCOME TAXES



For
the year ended June 30, 2014, the cumulative net operating loss carry-forward from continuing operations is approximately $3,561,000
at June 30, 2014, and will expire beginning in the year 2030.



The
cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as
of June 30, 2014 and 2013:



|                                        |  | 2014 |            | 2013
|--------------------------------------- |  | ---- | ---------- | ----
|Deferred tax asset
    attributable to: |  |      |            |     
|Net
    operating loss carryover        |  | $    | 1,211,000  |     
|Valuation
    allowance                 |  |      | (1,211,000 | )   
|Net
    deferred tax asset              |  | $    | —          |     



Due
to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $3,561,000
for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating
loss carry forwards may be limited as to use in future years.



NOTE
12 – SUBSEQUENT EVENTS



On
July 15, 2014, the Company received an additional $50,000 tranche on an existing convertible promissory note entitling them to
draw up to the amount of $650,000. As of the date of these financial statements, the Company has only drawn $250,000 against this
note. This portion of the note is due on December 15, 2015 and bears interest at 8% per annum. The loan is secured by shares of
the Company’s common stock. The loan becomes convertible 180 days after date of the note. The loan and any accrued interest
can then be converted into shares of the Company’s common stock at a rate of the lesser of a 50% discount of the lowest
reported sale price of the common stock for the 20 trading business days immediately prior to (i) the date of the Purchase Agreement,
or (ii) the Voluntary Conversion Date.As of the date of these financial
statements the Company has not converted any portion of this note into shares of common stock.



On
July 15, 2014 the Company granted stock warrants for 291,494 shares of common stock in association with a long-term loan at no
cost to the lender. These warrants had an expiration date of July 15, 2019, and were valued using the Black Scholes Valuation
Model, the stock price at the grant date was $0.2446/share, the exercise price is $0.1425/share, the value of the issuance is
$71,297.



On
August 25, 2014, the Company issued 2,586,206 common shares of stock when a parent company shareholder converted their holdings
into Vantage Health common stock in a cashless transaction.



In
accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2014 through the date these financial
statements were issued and has determined that it does not have any material subsequent events to disclose in these financial
statements other than the events described above.









F-18


Table of Contents








Item
9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure



On
April 25, 2014, we dismissed Silberstein Unger PLLC as our accountant. We engaged Malone Bailey LLP as our principal accountants
effective April 25, 2014. The decision to change accountants was approved by our board of directors.



Item
9A(T). Controls and Procedures



Disclosure
Controls and Procedures



As
required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this annual report, being June 30, 2014. This evaluation
was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and
Chief Financial Officer.



Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures
include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed
under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer
and Chief Financial Officer, to allow timely decisions regarding required disclosure.



Based
upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure
controls and procedures were ineffective as of the end of the period covered by this annual report.



Management’s
Annual Report on Internal Control over Financing Reporting



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule
13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial
reporting as of June 30, 2014 based on criteria established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of June 30,
2014, our internal control over financial reporting was not effective. Our management identified the following material weaknesses
in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate
segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.



We
plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered
by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate
such weaknesses, we hope to implement the following changes during our fiscal year ending June 30, 2015: (i) appoint additional
qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written
policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent
upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing
such funds, remediation efforts may be adversely affected in a material manner.



This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant
to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection
Act.



Changes
in Internal Control Over Financial Reporting.



There
were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2014 that have
materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.



Item
9B. Other Information



None





11


Table of Contents




PART
III



Item
10. Directors, Executive Officers and Corporate Governance



The
following information sets forth the name of our current directors and executive officers, their ages as of June 30, 2013 and
their present positions.



|Name                        |  | Age |    | Position
    Held with the Company
|--------------------------- |  | --- | -- | ----------------------------------
|Joseph
    C. Peters        |  |     | 57 |                                   
|Tony
    van Bijleveld      |  |     | 55 |                                   
|Dr.
    Steven R. Steinhubl |  |     | 55 |                                   
|Edward
    Rollins          |  |     | 71 |                                   



Set
forth below is a brief description of the background and business experience of our executive officers and directors.



Joseph
C. Peterswas the former White House Drug Policy Office’s Acting Deputy Director for State and Local Affairs under both
Presidents Clinton and Bush from December 1998 to October 2003. Since August 2014, Mr. Peters has been a senior research associate
at the Institute for Intergovernmental Research in Tallahassee, Florida. Prior to that, from July 2013 to April 2014, he was Communications
Director at the Pennsylvania Office of Attorney General. From September 2011 to July 2014, Mr. Peters was the Executive Director
of the Scranton Cultural Center at the Masonic Temple. Prior to that, and during 2009 and 2010, he was a member of the board of
directors of Advance Nanotech, Inc. and Vigicomm Inc. Mr. Peters was also previously President and a member of the board of directors
of MSGI Security Solutions, Inc. Mr. Peters is also a television commentator and radio host as well as a practicing attorney.
Mr. Peters earned a Juris Doctor from Dickinson School of Law in Pennsylvania, and a Bachelor’s Degree from King’s
College, also in Pennsylvania.



Tony
van Bijleveldis currently the General Manager for Patheon/DPX and was formerly General Manager for Alliance Boots in Europe,
which is also an affiliate of Walgreens. Patheon is a leading global provider of contract drug development and manufacturing services.
Up until this past spring 2014, Mr. van Bijleveld was the General Manager of Europe for Alliance Boots which is 45% owned by Walgreens.
In this capacity he was responsible for European country operations and logistics. Mr. van Bijleveld has been instrumental in
the development of top-performing global businesses in diagnostics, pharmaceuticals and biotechnology industries in over 30 countries,
reflecting his experience in general management, marketing and sales management, acquisitions, operational excellence, and licensing
and business development.



Over
the past 30 years he has served in a variety of senior executive capacities in the pharmaceutical and biotech industry including:
Managing Director of United Drug PLC, President/General Manager Russia for Schering Plough/MSD, SVP of Organon Biosciences, and
Managing Director of KCL Foundation Labs. A native Australian, Mr. van Bijleveld has earned advanced degrees in Pharmacology,
Biochemistry, Engineering and an MBA, from colleges in Australia, Holland and Candean.



Dr.
Steven R. Steinhublis Director of Digital Medicine at the Scripps Translational Science Institute, and a practicing cardiologist
at the integrated Scripps Health System. Dr. Steinhubl is working to lead the clinical transformation of healthcare by enabling
the evidence driven adoption of mobile health technologies through the design and management of pragmatic clinical trials.



Before
joining Scripps Health, Dr. Steinhubl, a cardiologist, clinical researcher and former pharmaceutical company executive, served
as director of cardiovascular wellness and a clinician-scientist at the Geisinger Health System based in Danville, PA. Among his
many accolades with over 25 years in medicine, Dr. Steinhubl served in the U.S. Air Force from 1991-2002 as a staff internist
in Alaska and afterwards as a Lt. Colonel staff cardiologist, Lackland Air Force Base, Texas. He has led many funded research
projects and trials in the areas of cardiovascular science. His copious works in medical research and cardiology have been published
over 400 abstracts, peer-reviewed manuscripts and book chapters.



He
held several academic positions, starting as an Assistant Professor of Medicine from 1998-2008 at Wilford Hall Medical Center,
Lackland Air Force Base, TX, Associate Professor at University of North Carolina and University of Kentucky, and now a Professor
at Scripps Translational Science Institute.



Dr.
Steinhubl attended Purdue University earning a B.S. in Chemical Engineering; Georgetown University with a M.S. in Physiology and
attended St Louis University School of Medicine where he graduated Cum Laude in 1988. He continued post doctorate training in
Internal Medicine completing his internship and residency at David Grant Medical Center in conjunction with University of California,
Davis School of Medicine and Fellowship training in Cardiology and Interventional Cardiology at the Cleveland Clinic.



Edward
Rollinscurrently serves as a senior advisor for Teneo, a global advisory firm that partners exclusively with CEOs and senior
leaders of many of the world’s largest and most complex companies and organizations. Mr. Rollins is an internationally renowned
public and corporate relations strategist and well-known political commentator. He has appeared on CNN, Meet the Press, Face the
Nation, and many other major network news stations and talk shows. He has advised Fortune 400 chief executives and leaders of
major trade associations on corporate reputation, crisis management, advertising, public relations, and governmental affairs.



12


Table of Contents






In
addition to his role at Teneo, Mr. Rollins is the senior presidential fellow at Hofstra University’s Center for the Study
of the American Presidency in New York, and works for Fox News as a senior political analyst.

Previously,
Mr. Rollins advised four United States Presidents. He was the Assistant to the President in charge of the White House Office of
Political Affairs and the White House Office of Intergovernmental Affairs and deputy chief of staff during the Reagan administration.



His
most prominent role in politics came in 1984, where he managed President Ronald Reagan’s reelection campaign, winning 49
of 50 states. He was the first non-member of Congress to serve as the Chairman of the National Republican Congressional Committee
and the Chief Political Advisor to the House Republican Leadership.

In
addition to managing President Reagan’s campaign, Mr. Rollins has had major roles in nine other Presidential campaigns.
He was also involved in hundreds of campaigns at the state, congressional and local level. Prior to his Washington service, Mr.
Rollins was the Republican Chief of Staff and Assistant to the Speaker of the California Assembly.



He
is a graduate of California State University, Chico where he was a Varsity athlete, student body president and a nationally top
ranked amateur boxer compiling a record of 164 wins and 2 losses. He earned his BA in political science and Physical Education
and was the Varsity boxing coach of the team that won the National College Boxing Championship. He did graduate work at Washington
University in Saint Louis where he was the Assistant Vice Chancellor for Student Affairs and taught Political Science.



Term
of Office



Our
directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until
removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until
removed by the board.



Family
Relationships



There are
no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors
or executive officers.



Involvement
in Certain Legal Proceedings



To
the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director,
executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in
a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type
of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the
SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.



Committees
of the Board



Our
company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does
our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary
to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.



Our
company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations
for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be
premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently
have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process
or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management
or shareholders, and make recommendations for election or appointment.



A
shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President
and director, Joseph C. Peters, at the address appearing on the first page of this annual report.



13


Table of Contents






Code
of Ethics



June 30,
2013, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons performing similar functions.



Item
11. Executive Compensation



Summary
Compensation Table



The table
below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services
rendered in all capacities to us for our fiscal years ended June 30, 2014 and 2013.



|SUMMARY
    COMPENSATION TABLE                                                                                                                                                                     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name
    and principal position                                                                                                                                                                    
|Jeremy
    Barbera, Former President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial
    Officer, Principal Accounting Officer, and Director   
|Lisa
    Ramakrishnan, Former President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal
    Financial Officer, Principal Accounting Officer, and Director
|Lowell
    Feuer Former Secretary and Director                                                                                                                                                     





14


Table of Contents




Narrative
Disclosure to the Summary Compensation Table



On
October 31, 2013, we issued an aggregate 54,900,000 of shares of restricted common stock to employees of our company as compensation
for services rendered to us up to October 31, 2013. Our prior officer and director, Lisa Ramakrishnan, was issued 52,100,000 of
the aforementioned 54,900,000 shares of restricted common stock as compensation for her services to us up to October 31, 2013.



Stock
Option Grants



We
have not granted any stock options to the executive officers or directors since our inception.



Outstanding
Equity Awards at Fiscal Year-End



The
table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive
officer as of June 30, 2014.



|OUTSTANDING
    EQUITY AWARDS AT FISCAL YEAR-END
|------------------------------------------------
|OPTION
    AWARDS                               
|Name                                            
|Jeremy
    Barbera                              
|Lisa
    Ramakrishnan                           
|Lowell
    Feuer                                
|Kevin
    Buckman                               



15


Table of Contents






Director
Compensation



The
table below summarizes all compensation of our directors for the fiscal year ended June 30, 2014.



|DIRECTOR
    COMPENSATION           
|------------------------------------
|Name                                
|Scott Joseph Senyetse
    Senwelo(1)
|Peter Tshazibane(1)                 
|Gertrude Mothibe(1)                 
|William
    S. Rees(2)              



(1)
Resigned as members of our board of directors on November 7, 2013

(2)
Resigned as a member of our board of directors on September 21, 2014





Narrative
Disclosure to the Director Compensation Table



On
December 16, 2013, the Board of Directors approved the appointment of William S. Rees, Jr. to serve as a member of the Board effective
December 16, 2014. Mr. Rees has not yet been appointed to serve on any committee of the Board.



The
Company entered into an agreement with Mr. Rees pursuant to which it agreed to issue to him, in consideration of his services,
a warrant to purchase up to 2,000,000 shares of the Company’s common stock for a period of five years at an exercise price
of $0.05 per share (the “Warrant”). Mr. Rees will also be reimbursed for reasonable expenses incurred in connection
with his service on the Board.



In
addition, the Company entered into an indemnification agreement with Mr. Rees pursuant to which Mr. Rees will be permitted, subject
to certain exceptions, to seek indemnification from the Company to the maximum extent permitted under the laws of the State of
Nevada against losses and expenses actually and reasonably incurred by him, if he is, or is threatened to be made, a party to
or participant in any proceeding arising out of an event or occurrence related to his service as a director of the Company, including,
without limitation, for claims brought by or in the right of the Company and claims brought by third parties. The agreement also
provides for advancement of expenses incurred by him in connection with an indemnifiable claim (subject to reimbursement by the
director in certain circumstances). In addition, the agreement governs various procedural matters related to indemnification.
Mr. Rees’ rights as an indemnitee under the Indemnification Agreement are in addition to any other rights he may have under
the Company’s Certificate of Incorporation and Bylaws, as they may be amended from time to time, and the laws of the State
of Nevada.



On
July 29th, 2014, the Board of Directors approved the appointment of Kevin Buckman MD as Chairman and CEO of the Company.



Prior
to July 29, 2014, Dr. Buckman was previously the chief medical consultant for the Company. Dr. Buckman was issued 2,000,000 shares
of common stock on March 12, 2014 as compensation for this service to the Company.



Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



The
following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock as of
September 22, 2014, by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3)
each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership
of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules,
a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or
shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the
right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage
of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially
owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power
within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to
acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named
stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named
in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to
all shares of capital stock listed as owned by that person or entity.



16


Table of Contents






Except
as otherwise indicated, all Shares are owned directly and the percentage shown is based on 192,009,927 Shares of Common Stock
issued and outstanding as of September 22, 2014. Unless otherwise indicated below, each entity or person listed below maintains
an address of 401 Warren Street, Suite 200 Redwood City, CA 94063.



|Name
    and Address of Beneficial Owners of Common Stock                                                                                                                                                                                                                                                                                        |  | Title
    of Class |  | Amount
    and Nature of Beneficial Ownership |             | %
    of Common Stock
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------ |  | --------------------------------------------- | ----------- | ---------------------
|Joseph C. Peters                                                                                                                                                                                                                                                                                                                                 |  | Common Stock       |  | -                                             |             | -                    
|Tony van Bijleveld                                                                                                                                                                                                                                                                                                                               |  | Common Stock       |  | -                                             |             | -                    
|Steven R. Steinhubl                                                                                                                                                                                                                                                                                                                              |  | Common Stock       |  | -                                             |             | -                    
|Edward Rollins                                                                                                                                                                                                                                                                                                                                   |  | Common Stock       |  | -                                             |             | -                    
|DIRECTORS AND OFFICERS
    – TOTAL                                                                                                                                                                                                                                                                                                               |  |                    |  | -                                             |             | -                    
|5%
    SHAREHOLDERS                                                                                                                                                                                                                                                                                                                              |  |                    |  |                                               |             |                      
|Nanobeak,
                                         Inc.(1) 575
                                         Madison Avenue 10th Floor New
                                         York, NY 10022                                                                                                                                                    |  | Common
    Stock   |  |                                               | 112,000,000 |                      
|John
                                         E. Groman (2)
                                                                         1212
                                         Hancock Street, Suite LL10
                                                                         Quincy,
                                         MA 02169 |  | Common
    Stock   |  |                                               | 18,460,798  |                      



| | (1) | Nanobeak,
                                         Inc. is beneficially owned by Jeremy Barbera.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Mr.
                                         Groman is the beneficial owner of Common Stock in the Issuer consisting of 9,500,000
                                         shares of Common Stock and Warrants to purchase 3,000,000 shares of Common Stock. Bella
                                         Sante is the owner of 6,773,634 shares of Common Stock in the Issuer. John Groman is
                                         the beneficial owner of 88% of Bella Sante, Inc. In total, the Reporting Person has sole
                                         voting power over 18,460,798 shares of Common Stock in the Issuer, consisting of 15,460,798
                                         shares of Common Stock and 3,000,000 Warrants.



We
know of no person who is the beneficial owner of more than five percent (5%) of our common stock.



Item
13. Certain Relationships and Related Transactions, and Director Independence



Other than
the transactions described below and under the heading “Executive Compensation” (or with respect to which such information
is omitted in accordance with SEC regulations), since July 1, 2012 there have not been, and there is not currently proposed, any
transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded
or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed
fiscal years, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member
of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.



During the
year ended June 30, 2013, we received loans totaling $16,725 from Lisa Ramakrishnan, our former officer and director, and repaid
$100,000 of the outstanding shareholder loans. On October 9, 2013 we entered into an agreement whereby Ms. Ramakrishnan agreed
to forgive the existing loan balance in exchange for all the assets and liabilities of our company as of October 9, 2013. Therefore,
the balance of the loan was reduced to $0 as of that date. The total amount due to the shareholders was $0 and $237,754 as of
June 30, 2014 and 2013, respectively.



During the
year ended June 30, 2014, we received the rights to Vantage Health Sensor’s nanotechnology that has been internally developed
by Nanobeak, Inc., our majority shareholder. We issued 7,875,000 shares of common stock with a market value of $630,000 in exchange
for the exclusive rights to this technology.



As of the
date of this annual report, our common stock is traded on the OTC Bulletin Board (the “Bulletin Board”). The Bulletin
Board does not impose on us standards relating to director independence or the makeup of committees with independent directors,
or provide definitions of independence.



Item
14. Principal Accounting Fees and Services



Below is
the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial
statements for the years ended:



|Financial Statements for
    the Year Ended June 30                   |  | Audit
    Services |        | Audit
    Related Fees |  | Tax
    Fees |   | Other
    Fees
|--------------------------------------------------------------------- |  | ------------------ | ------ | ---------------------- |  | ------------ | - | --------------
|2014
    MaloneBailey                                                 |  | $                  | 12,000 |                        |  | $            | 0 |               
|2013
                                         Silberstein Ungar, PLLC |  | $                  | 17,400 |                        |  | $            | 0 |               



(1) Fees
to Silberstein Ungar PLLC for review of company filings after dismissal.



17


Table of Contents






PART
IV



Item
15. Exhibits, Financial Statements Schedules



|(a) | Financial Statements
    and Schedules
|--- | --------------------------------------



The
following financial statements and schedules listed below are included in this Form 10-K.



Financial
Statements (See Item 8)



|(b) | Exhibits
|--- | --------



|Exhibit
    Number | Description                                                                                                                                                                          
|------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1                | Articles
    of Incorporation, as amended (1)                                                                                                                                        
|3.2                | Bylaws,
    as amended (1)                                                                                                                                                           
|31.1               | Certification
    of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002  
|31.2               | Certification
    of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002  
|32.1               | Certification
    of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002
|101**              | The following
    materials from the Company’s Annual Report on Form 10-K for the year ended June 30, 2013 formatted in Extensible Business
    Reporting Language (XBRL).           



| | (1) | Incorporated
                                         by reference to the Registration Statement on Form S-1 filed on August 19, 2010.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------





18


Table of Contents




SIGNATURES



In accordance
with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



Vantage
Health



|By: | /s/
    Joseph C. Peters                                                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Joseph
                                         C. Peters
        President,
        Chief Executive Officer, Principal Executive Officer,
        Chief
        Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director
|    | October
    14, 2014                                                                                                                                                                                                                                      



In accordance
with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated:



|By: | /s/
    Joseph C. Peters                                                                                                                                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Joseph
                                         C. Peters
        President,
        Chief Executive Officer, Principal Executive Officer,
        Chief
Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director
|    | October
                                         14, 2014                                                                                                                                                                                         



|By: | /s/
    Tony van Bijleveld                                                  
|--- | ----------------------------------------------------------------------------
|    | Tony
                                         van Bijleveld
        Director
|    | October
                                         14, 2014                   



|By: | /s/
    Dr. Steven R. Steinhubl                                                  
|--- | ---------------------------------------------------------------------------------
|    | Dr.
                                         Steven R. Steinhubl
        Director
|    | October
    14, 2014                                                             





|By: | /s/
    Edward Rollins                                                  
|--- | ------------------------------------------------------------------------
|    | Edward
                                         Rollins
        Director
|    | October 14, 2014                                                        





19